Visa 2009 Annual Report Download - page 104

Table of Contents
VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2009
(in millions, except as noted)
common stock outstanding on an as-converted basis, this funding had the effect of a repurchase by the Company of the equivalent of 20,800,824 class A
shares. The repurchase amount per share of $52.88 was calculated using the volume-weighted average price of the Company's class A shares for the 15-
trading day period from December 1, 2008, to December 19, 2008 in accordance with the Fifth Amended and Restated Certificate of Incorporation of Visa
Inc.
On July 16, 2009, the Company funded the Escrow Account with an additional $700 million, which reduced the conversion rate applicable to Visa's
class B common stock from 0.6296 class A share per class B share to 0.5824 class A share per class B share. With respect to the number of shares of class A
common stock outstanding on an as-converted basis, this funding had the effect of a repurchase by the Company of the equivalent of 11,578,878 class A
shares. The repurchase amount per share of $60.45 was calculated using the volume weighted average price of the Company's class A shares for the 11-
trading day pricing period from June 30, 2009 to July 15, 2009 in accordance with the Fifth Amended and Restated Certificate of Incorporation of Visa Inc.
After giving effect to the fiscal 2009 escrow fundings and the corresponding reduction in the conversion rate applicable to class B common stock
outstanding, the number of class A shares outstanding on an as-converted basis is as follows:
(in millions)
Shares Outstanding
at September 30,
2009
Conversion Rate
Into Class A
Common Stock
As
Converted
Class A common stock 470 — 470
Class B common stock 245 0.5824 143
Class C common stock 131 1.0000 131
846 744
Accelerated Class C Share Release Program
On April 27, 2009, the Company's board of directors approved a program in which class C stockholders were permitted to liquidate up to 30% of their
class C common stock anytime between July 1, 2009 and September 30, 2009, subject to certain terms and conditions. The release of the class C common
stock did not increase the number of outstanding shares of the Company and there was no dilutive effect to the outstanding share count from these
transactions. Class C common stock sold under this program to a person that was not, immediately after the reorganization, a Visa member, automatically
converted to class A shares. Under this program, 40 million class C common stock were released from trading restrictions, of which 21 million shares were
converted from class C common stock to class A common stock through September 30, 2009.
The remaining class C shares will continue to be subject to the general transfer restrictions that expire on March 25, 2011 under Visa's certificate of
incorporation and will not be transferable or convert into class A common stock until such date. This transfer restriction is subject to limited exceptions,
including transfers to other class C stockholders. The Company's board of directors may make additional exceptions to this transfer restriction. After
termination of the restrictions, the class C common stock will convert into class A common stock if transferred to a person that was not, immediately after the
reorganization, a Visa member. In connection with such a transfer, each share of class C common stock will automatically convert into a number of shares of
class A common stock on a one-to-one basis, subject to adjustments for stock splits, recapitalizations and similar transactions.
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